Marks and Spencer 2011 Annual Report Download - page 44

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The Board’s agendas focus on our themes of continuous
improvement, strong leadership, a clear strategy, checks
and balances, a trusted brand and strong relationships with
shareholders, employees and customers.
While we recognise the importance of compliance, we avoid
spending unnecessary time on box-ticking and gold-plating
legislation, choosing instead to focus on the long-term plans
for our business as well as day-to-day operations.
To support these aims we have reviewed the packs sent to
Board members to ensure clarity of communication and we
have updated the Board calendar to free up time for valuable
debate and long-term strategic discussion. In addition, we will
allocate time to gather ad hoc feedback and discuss future
agendas so that we can react effectively to emerging issues
and really plan ahead.
The Board was engaged in signing off some significant strategic
developments during the year, including our return to continental
Europe with the opening of a store in Paris and the launch of our
first international website in France. It also approved significant
IT and supply chain system modernisation projects and reviewed
a wide range of customer-facing initiatives.
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Developing leadership and future talent and securing strong
succession plans for the business has been a key theme for the
Board. A significant amount of Board time during the year was
taken up with induction of the new Chairman, new Chief
Executive, and new Chief Finance Officer, and the programmes
designed were all thoroughly comprehensive. Further detail on
our induction process can be found on page 44. We also
appointed an Executive Director for Multi-channel E-commerce.
These appointments herald the beginning of a new chapter for the
Board and provide us with an opportunity to review and redefine
the way we work together.
Having already identified our Top 100 key managers within our
business, this year the Board supported a programme to extend
the scope of our Lead to Succeed initiative to the Top 500
managers at M&S. We will continue to ensure their development
and potential is supported; this should enable us to secure a
source of talented leaders for the future. This work also resulted
in the recruitment of the first four people from London Business
School onto our MBA programme.
We have also ensured our reward framework is fit for purpose,
reflecting our resolve to recognise the skills and talents
represented across our teams as well as setting stretching goals
and objectives that feed into our wider ambitions for the business.
Our Remuneration Committee led this important piece of work;
for more details see page 52.
Feedback is encouraged across our business and all employees
have a chance to share their views and insights via a host of
engagement initiatives. These include our annual Your Say survey,
Business Involvement Groups, director presentations, Annual
Conference and informal director roundtable discussions.
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The Executive team worked with our Top 100 management team
to perform an in-depth review of the business, developing our
strategy from the bottom up. This culminated in the strategy
update to the City with the half year results in November 2010.
The strategy was cascaded to all employees, following our first
Annual Business Conference attended by all store managers and
the Top 100.
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Board meetings
Name of director A B
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Sir Stuart Rose (resigned 4 Jan 2011) 7 7
Robert Swannell (appointed 4 Jan 2011) (1) 66
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Sir David Michels (2) 10 8
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Marc Bolland (appointed 1 May 2010) 10 10
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Kate Bostock (3) 10 8
John Dixon 10 10
Ian Dyson (resigned 14 July 2010) 3 3
Steven Sharp (4) 10 9
Alan Stewart (appointed 28 Oct 2010) 5 5
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Jeremy Darroch (5) 10 9
Martha Lane Fox 10 10
Steven Holliday (6) 10 9
Louise Patten 10 10
Jan du Plessis (7) 10 8
A = Maximum number of meetings the director could have attended.
B = Number of meetings the director actually attended.
1) Robert Swannell joined the Board as a non-executive director on 4 October 2010,
prior to his appointment as Chairman on 4 January 2011.
2) Sir David Michels – unable to attend the meetings on 8 December 2010 and
16 March 2011 due to overseas business commitments.
3) Kate Bostock – unable to at tend the m eetings on 24 May 2010 and 16March 2011
due to illness.
4) Steven Sharp – unable to attend the meeting on 3–4 February 2011 due to illness.
5) Jeremy Darroch – unable to attend the meeting on 8 November 2010 due to
business commitments with BSkyB.
6) Steven Holliday – unable to attend the meeting on 19 January 2011 due to illness.
7) Jan du Plessis – unable to attend the meeting on 24 May 2010 due to business
commitments with Rio Tinto and on 3–4 February due to personal commitments.
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It is our intention to be immersed in key decisions and actions
across the business, reinforcing our belief that good
governance is a valued consideration in all decision-making
processes. We see it as central to running a successful
business and to everything the Board does.
Our action plan for 2010/11 was largely achieved. We have seen
significant progress in our aim to develop our business leaders
and we have ensured our reward systems are appropriate and
stretching. We have been mindful of monitoring risk while
balancing the business’ needs and we are on track with our
plans to relocate the M&S Company Archive to its new home in
Leeds. An overview of the Board’s focus during the year is set
out on the opposite page, while here we highlight a number of
the key activities in greater depth.
Our action plan for 2011/12, following the Board effectivness
review is set out on page 44.
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Governance report
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Progress